Rushabh Precision Bearings Ltd Directors Report

To,

The Members

Rushabh Precision Bearings Limited [CIN: L99999MH1989PTC053093]

Dear Shareholders,

Your Directors take pleasure in presenting the 37^th Directors Report of the Company, together with the Audited Financial Statements and the Auditors Report thereon, for the Financial Year ended March 31, 2026.

As on the date of this Report, the Company is actively engaged in implementing the terms of the approved Resolution Plan and remains fully committed to ensuring timely and effective compliance with all obligations stipulated thereunder, including, inter alia, operational realignment, financial restructuring, and restoration of stakeholder confidence. In furtherance thereof, the Company has filed applications before National Stock Exchange of India Limited and BSE Limited for recommencement of trading of its equity shares, along with a Preferential Listing Application in respect of equity shares allotted on a preferential basis pursuant to the Resolution Plan, both of which are presently under process with the respective stock exchange(s). Upon receipt of the requisite approvals, the Company shall proceed with generation of a fresh/updated ISIN reflecting the revised equity share capital of the Company, consequent to implementation of the Resolution Plan.

The Board places on record its sincere appreciation to all stakeholders - including public shareholders, lenders, regulatory authorities, employees, and business partners - for their continued support, cooperation, and patience during the resolution process, and reaffirms its resolve to steer the Company toward long-term financial stability, regulatory compliance, and sustainable growth. Your continued trust and support remain critical as the Company navigates this phase of recovery and transformation.

1. FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY:

Your Company has prepared the Financial Statements for the financial year ended March 31, 2026 under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 and has recast the Financial Statements relating to the previous financial year ended March 31, 2025 in order to make them comparable.

		(in Lakhs)
Particulars	Year ended 31-3-2026	Year ended 31-3-2025
Revenue from Operations	-	-
Other income	-	-
Total income	-	-
Purchase of Stock in trade	-	-
Changes in Stock	-	-
Employees benefits expenses	2.40	-
Finance Cost	-	-
Deprecation	-	-
Other expenditure	20.24	30.03
Total Expense	22.64	30.03
Profit / (loss) before exceptional items & provision for tax	(22.64)	(30.03)
Less: Exceptional items	-	-
Profit / (loss) Before Tax	(22.64)	(30.03)
Less: Tax Expenses	-	-
Net Profit / (loss) after Tax for the year	(22.64)	(30.03)
Other Comprehensive Income	481.10
Balance carried forward to Balance Sheet	458.46	(30.03)
Earnings per Share	(0.25)	(0.33)

2. STATE OF THE COMPANYS AFFAIRS:

There has been no change in the business of the Company during the financial year ended March 31, 2026.

3. RESERVES:

The Company has transferred loss of Rs. 22.64 lakhs to the Reserves and Surplus account.

4. DIVIDEND:

In view of the accumulated losses, the ongoing capital restructuring, and the constitution of the new Board of Directors pursuant to the approved Resolution Plan, the Company is still in the process of establishing the requisite operational and financial channels for re-commencement of its business operations. Considering the same, the newly constituted Board of Directors does not recommend any dividend for the year under review.

The Company is nonetheless confident that its restructuring and capacity-building initiatives will, in due course, enable it to cater to growing market demand, enhance its market share, and create sustained value for its stakeholders. In compliance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations") the Company has adopted a Dividend Distribution Policy, which is available on the Companys website at www.rushabhbearings.com.

5. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the year under review, there has been no change in the Nature of the Business carried on by the company.

6. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION

OF THE COMPANY:

During the Financial Year and between the end of Financial Year 2025-26 and date of Report the following key changes have taken place:

Pursuant to the restructuring of its share capital in accordance with the Approved Resolution Plan, the Company has submitted applications to BSE Limited and the National Stock Exchange of India Limited for listing approval in respect of the equity shares allotted pursuant to the Approved Resolution Plan. The Company has also submitted applications to the Stock Exchanges for revocation of the suspension and recommencement of trading in its equity shares.

? The equity shares allotted pursuant to the approved Resolution Plan are yet to be credited to the respective demat accounts, pending allotment of a new ISIN. The Company has been advised by NSDL/CDSL that the requisite in-principal approval for listing of the new equity shares is required to be obtained from BSE Limited and National Stock Exchange of India Limited (NSE) prior to activation/allotment of the new ISIN and credit of the shares to the respective demat accounts.

? The Company has implemented and installed Structured Digital Database

(SDD) software from 14^th July 2026, in compliance with the applicable provisions of the SEBI

(Prohibition of Insider Trading) Regulations, 2015. The SDD facilitates the maintenance and monitoring of records relating to Unpublished Price Sensitive Information (UPSI) and the persons with whom such information is shared, in accordance with the applicable regulatory requirements.

The Company remains actively engaged with all relevant stakeholders and authorities to ensure timely completion of this process and full compliance with all statutory and regulatory requirement.

7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR 7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR

COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS

OPERATIONS IN FUTURE:

COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS During the period under review, no significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

8. CHANGE IN REGISTERED OFFICE OF THE COMPANY:

During the year under review, there was no change in the Registered office of the company and the Company continues to hold its registered office at Vijay industrial gala No 214, 2nd floor, Chincholi Bunder, Link Road, Malad, Mumbai, Malad West, Maharashtra, India, 400064.

9. DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE REPORT:

The Company has not revised its financial statement or the Report in respect of any of the three preceding financial years either voluntarily or pursuant to the order of a judicial authority.

10. FINANCIAL PERFORMANCE:

During the Financial Year 2025-26, the Company did not record any revenue or other income. The total expenditure incurred for the period ended 31^st March, 2026 amounted to 22.64 lakhs.

Consequently, the Company reported a loss of 22.64 lakhs for the year under review.

Despite the current challenges, the Board of Directors remains optimistic about the long-term prospects of the Company. The Company in accordance with resolution plan, is still in process of establishing the proper channels for re-commencement of operations of the Business

11. SHARE CAPITAL:

a. AUTHORISED SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 15,00,00,000/- (Rupees Fifteen Crore only) divided into 1,50,00,000 Equity Shares (One Crore and Fifty Lakhs Only) of Rs. 10/- (Rupees Ten only) each.

b. PAID UP CAPITAL

The existing Paid-up Equity Share Capital of the Company is 9,00,00,000/-, comprising 90,00,000

Equity Shares of 10/- each, fully paid-up.

i. Disclosure regarding issue of Equity Shares with Differential Rights

The Company has not issued any Equity Shares with Differential Rights during the year under review.

ii. Disclosure regarding issue of Employee Stock Options

The Company has not provided any Stock Option Scheme to the employees.

iii. Disclosure regarding issue of Sweat Equity Shares

The Company has not issued any Sweat Equity Shares during the year under review.

iv. Disclosure regarding Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

v. Bonus Shares

No Bonus Shares were issued during the year under review.

12. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

During the period under review, no amount was transferred to IEPF under the provisions of Section 125 of Companies Act, 2013.

13. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The composition of the Board of Directors is in compliance with the requirements prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, the following appointments were made to strengthen the leadership team:

? Robert Jonathan Moses (DIN: 07134423) has been appointed as Independent Director of the Company with effect from 03^rd December, 2025.

? Namrata Sharma (DIN: 10204473) appointed as Independent Director of the Company with effect from 03^rd December, 2025.

During the year under review, Mr. Praveen Chandola (DIN: 05123912) tendered his resignation from the position of Director of the Company with effect from the conclusion of the Board Meeting held on 03^rd December 2025.

His resignation was tendered with a view to focusing exclusively on his operational and strategic responsibilities in his capacity as the Chief Financial Officer (CFO) of the Company. The restructuring is intended to provide greater clarity in governance and ensure a distinct separation between the oversight responsibilities of the Board and the executive functions of the management.

The Board places on record its appreciation for the valuable contribution and guidance provided by Mr. Praveen Chandola during his tenure as a Director of the Company.

The composition of the Board of Directors and Key Managerial Personnel as at the end of the financial year is as follows:

DIN	Name of Director/ Key Managerial Personnel	Designation
07134423	Mr. Robert Jonathan Moses	Independent Director
10204473	Ms. Namrata Sharma	Independent Director
10471825	Mr. Raj Kumar Sethi	Director
05123912	Mr. Praveen Chandola	Chief Financial Officer
10432026	Mr. Biswajeet Mukherjee	Managing Director
-	Ms. Sanjana Manak Bohara	Company Secretary & Compliance Officer

None of the aforesaid Directors are disqualified under Section 164(2) of the Companies Act,2013 ("the Act").

14. RETIREMENT BY ROTATION:

Mr. Biswajeet Mukherjee (DIN:10432026), Managing Director, liable to retire by rotation, and being eligible, have offered himself for re-appointment at the AGM. The Notice convening the AGM forming part of this Annual Report, includes the proposal for re- appointment and the requisite disclosures under Section 102 of the Act, Regulation 36(3) of the SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and

Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India.

15. DECLARATION BY INDEPENDENT DIRECTORS:

In terms of Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, each Independent Director has furnished a declaration confirming that he/she meets the criteria of independence and is not disqualified from continuing as an Independent Director of the Company. In the opinion of the Board, the Independent Directors possess the requisite integrity, expertise and experience (including proficiency, as applicable) and fulfil the conditions specified in the Act and the Listing Regulations. The Independent Directors have also confirmed their compliance with the Companys Code of Business Conduct.

16. FAMILIARIZATION PROGRAMMES:

The Company has in place a defined Familiarisation Programme for Directors, aimed at ensuring their continuous awareness of, and engagement with, the Companys business and operations. The Board is regularly apprised of amendments to applicable laws, regulatory developments, and emerging market and sectoral trends relevant to the Company. Further, all strategic and operational communications relevant to the Company are appropriately shared with the Independent Directors on an ongoing basis. In compliance with Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, details of the Familiarisation Programme for Independent Directors are disclosed and updated on the Companys website at www.rushabhbearings.com.

17. CODE OF CONDUCT BY DIRECTORS, MANAGEMENT AND SENIOR EMPLOYEE:

Pursuant to Regulation 17(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Company has adopted a Code of Conduct for Directors and Senior Management, providing clear guidance on principles of integrity, transparency, and business ethics, and setting standards for compliance with Corporate Governance norms. A copy of the same is available on the Companys website at www.rushabhbearings.com.

Further, in compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has adopted a Code of Conduct to Regulate, Monitor and Report Trading by Insiders, to regulate, monitor, and report trading by insiders and to prevent misuse of Unpublished Price Sensitive Information ("UPSI"). Copies of the said Code(s) are available on the Companys website at www.rushabhbearings.com.

The Company has recently implemented a Structured Digital Database ("SDD") to trace the movement of Unpublished Price Sensitive Information, in compliance with Regulation 3(5) and 3(6) of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended. Regular awareness programmes are conducted for Directors, Promoters, Key Managerial Personnel, and other designated persons/employees in this regard.

18. MEETINGS OF THE BOARD:

During the Financial Year ended March 31, 2026, a total of 8 (Eight) Board Meetings were held. The maximum interval between any two consecutive Meetings did not exceed 120 (One Hundred Twenty) days, in compliance with the provisions of Section 173(1) of the Companies Act, 2013, Regulation 17(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the applicable Secretarial Standards issued by the Institute of Company Secretaries of India ("ICSI").

The composition of the Board and the attendance of its members at the said Meetings are detailed hereunder:

Sr. No.	Date of Board Meetings whom notice of the board attended the meeting was given	Number of Directors to	Number of Directors Meeting
		Number Meetings to Attend	Number of entitled Meeting Attended
1.	03-04-2025	5	5
2.	28-04-2025	5	5
3.	30-05-2025	5	5
4.	29-07-2025	5	5
5.	01-09-2025	5	5
6.	29-10-2025	5	5
7.	03-12-2025	5	5
8.	09-02-2026	5	5

19. MEETING OF INDEPENDENT DIRECTORS:

In terms of Schedule IV to the Companies Act, 2013 and Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors was held on February 09, 2026, without the presence of Non-Independent Directors and members of the management, to review:

(a) the performance of the Non-Independent Directors and the Board as a whole;

(b) the performance of the Chairperson of the Company, taking into account the views of the Executive and Non-Executive Directors; and

(c) the quality, quantity, and timeliness of flow of information between the Companys management and the Board, necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors of the Company were present at the said Meeting.

20. COMMITTEES:

In compliance with applicable statutory requirements, the Board has constituted various Committees to ensure focused oversight and effective governance. The terms of reference of these Committees, outlining their scope, powers, duties, functions, and responsibilities, are approved by the Board and are periodically reviewed to align with the Companys evolving business needs and the applicable regulatory framework.

Based on the recommendations, suggestions, and observations made by these Committees, the Board of Directors takes informed decisions on the matters placed before it.

As on March 31, 2026, the Company had the following Board-level Committees:

A. Audit Committee;

B. Nomination and Remuneration Committee; C. Stakeholders Relationship Committee;

a. Audit Committee:

The Board of Directors of the Company has, in pursuance of the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, each as amended or modified from time to time, constituted an Audit Committee. The constitution of the Audit Committee is as follows:

Name of the Director	Designation	Nature of Directorship
Mr. Robert Jonathan Moses	Independent Director	Non-Executive Director
Ms. Namrata Sharma	Independent Director	Non-Executive Director
Mr. Biswajeet Mukherjee	Managing Director	Executive Director

Ms. Sanjana Manak Bohara, Company Secretary and Compliance Officer of the Company, acts as the Secretary of the Audit Committee.

During the Financial Year ended March 31, 2026, 4 (Four) Meetings of the Audit Committee were held, on May 30, 2025, July 29, 2025, October 29, 2025, and February 09, 2026. The maximum interval between any two consecutive Meetings did not exceed 120 (One Hundred Twenty) days, in compliance with Section 177(9) of the Companies Act, 2013 and Regulation 18(2)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The attendance of the Directors at the said Audit Committee Meetings is as follows:

Name of Directors	DIN	Number Meetings to Attend	Number of entitled Meeting Attended
Mr. Robert Jonathan Moses	07134423	4	4
Ms. Namrata Sharma	10204473	4	4
Mr. Biswajeet Mukherjee	10432026	4	4

b. Nomination and Remuneration Committee:

The Board of Directors of the Company has, in pursuance of the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, each as amended or modified from time to time, constituted a Nomination and Remuneration Committee.

The constitution of the Nomination and Remuneration Committee is as follows:

Name of the Director	Designation	Nature of Directorship
Mr. Robert Jonathan Moses	Independent Director	Non-Executive Director
Ms. Namrata Sharma	Independent Director	Non-Executive Director
Mr. Raj Kumar Sethi	Director	Non-Executive Director

Ms. Sanjana Manak Bohara, Company Secretary and Compliance Officer of the Company, acts as the Secretary of the Nomination and Remuneration Committee.

The Company had conducted 1(One) Meeting of Nomination and Remuneration Committee during the year under review on 03^rd December, 2025.

The attendance of the Directors in the Nomination and Remuneration Committee Meeting is as follows:

Name of Directors	DIN	Number of Meetings entitled to Attend	Number of Meeting Attended
Mr. Robert Jonathan Moses	07134423	1	1
Mr. Raj Kumar Sethi	10149440	1	1
Mr. Namrata Sharma	10204473	1	1

During the year, the Board accepted all the recommendations provided by the Committees. c. Stakeholders Relationship Committee:

In pursuance of the provisions of Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Board of Directors of the Company has constituted a Stakeholders Relationship Committee to consider and resolve grievances of security holders of the Company, including complaints relating to transfer/transmission of shares, non-receipt of dividend, and other allied matters.

The constitution of the Stakeholders Relationship Committee is as follows:

Name of the Director	Designation	Nature of Directorship
Mr. Robert Jonathan Moses	Independent Director	Non-Executive Director
Ms. Namrata Sharma	Independent Director	Non-Executive Director
Mr. Raj Kumar Sethi	Director	Non-Executive Director

Ms. Sanjana Manak Bohara, Company Secretary and Compliance Officer of the Company, acts as the Secretary of the Stakeholders Relationship Committee.

The Company had conducted 1(One) Meeting of Stakeholders Relationship Committee during the year under review on 09^th February, 2026.

The attendance of the Directors in the Nomination and Remuneration Committee Meeting is as follows:

Name of Directors	DIN	Number of Meetings	Number of
		entitled to Attend	Meeting Attended
Mr. Robert Jonathan Moses	07134423	1	1
Mr. Raj Kumar Sethi	10149440	1	1
Mr. Namrata Sharma	10204473	1	1

21. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

Pursuant to the constitution of the Nomination and Remuneration Committee under Section 178(1) of the Companies Act, 2013, the said Committee has, in terms of Section 178(3) of the Companies Act, 2013, formulated and recommended to the Board a policy relating to the appointment of Directors, payment of managerial remuneration, Directors qualifications, positive attributes, independence of Directors, and other related matters, which has been duly approved and adopted by the Board. The Nomination and Remuneration Policy is available on the Companys website at www.rushabhbearings.com.

22. PARTICULARS OF EMPLOYEES:

There are no employees of the Company who were in receipt of remuneration exceeding the limits specified under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the year under review.

23. SUBSIDIARY & ASSOCIATE COMPANIES:

As on March 31, 2026, the Company did not have any Subsidiary, Joint Venture, or Associate Company. Accordingly, the provisions of Section 129(3) of the Companies Act, 2013 relating to disclosure of salient features of financial statements of subsidiaries/associates/joint ventures are not applicable to the Company.

24. DIRECTORS RESPONSIBILITY STATEMENT

Your directors, apart from being entrusted with the Boards strategic and operational decision-making, owe certain responsibilities to you, the Members of the Company. Accordingly, pursuant to the requirements of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards had been followed, along with proper explanation relating to material departures, if any;

(b) the Directors had selected such accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit/loss of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors had laid down internal financial controls to be followed by the Company, and that such internal financial controls were adequate and operating effectively; and

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws, and that such systems were adequate and operating effectively.

25. INTERNAL FINANCIAL CONTROL:

During the year under review, the Company successfully transitioned out of the Corporate Insolvency Resolution Process ("CIRP") and commenced operations under the new management in accordance with the approved Resolution Plan. In this regard, the Company has filed the Recommencement of Trading Application and the Preferential Listing Application with National Stock Exchange of India Limited and BSE Limited, both of which are presently pending approval with the respective stock exchange(s). The Board remains optimistic about the Companys future prospects and is committed to reviving and strengthening the business through a phased, sustainable, and value-driven approach, while stabilizing operations, strengthening its governance framework, and rebuilding stakeholder confidence.

Further, the Company is in the process of implementing and strengthening adequate internal financial controls over financial reporting to ensure compliance with applicable statutory and regulatory requirements. These measures are also aimed at enhancing the Companys financial discipline, operational transparency, accountability, and overall efficiency. The management remains committed to continuously reviewing and strengthening these controls in line with the evolving needs of the business and the requirements of applicable laws and regulations.

26. DISCLOSURES PURSUANT TO THE COMPANIES ACT, 2013:

Section 134 of the Companies Act, 2013 casts a responsibility on the Board to present its Report to the Members, together with the Financial Statements, at the Annual General Meeting, in accordance with Section 129 of the Companies Act, 2013. The disclosures required to be made under Section 134 are applicable to Directors Reports for financial years commencing on or after

April 1, 2014.

27. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143:

Pursuant to the provisions of Section 143(12) of the Companies Act, 2013, as amended from time to time, the Statutory Auditors have not reported any instance of fraud committed in the Company by its officers or employees, to the Audit Committee, the Board, or the Central Government, as applicable, during the year under review.

28. PARTICULARS OF LOANS / GUARANTEES / INVESTMENT:

During the year under review, the Company has not made any loan, given any guarantee or security, or made any investment, that would attract disclosure under the provisions of Section 186 of the Companies Act, 2013.

29. DEPOSITS:

The Company has not invited or accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the rules made thereunder, as amended from time to time, except exempted deposits as prescribed under the said Rules. The particulars of such exempted deposits are filed with the Registrar of Companies in Form DPT-3.

30. CREDIT RATINGS:

During the Financial Year under review, the Company did not obtain any credit rating from any Credit Rating Agency. Accordingly, disclosure under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is not applicable to the Company for the year under review.

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Management has represented to the Board, and the same has been taken on record, that during the financial year under review, there were no materially significant related party transactions entered into by the Company with its related parties that could have had a potential conflict with the interests of the Company at large, or that required the approval of shareholders under the first proviso to Section 188(1) of the Companies Act, 2013.

As per the provisions of Section 188 of the Companies Act, 2013, read with Rule 8(2) of the Companies (Accounts) Rules, 2014, disclosure in Form AOC-2 is required only in respect of transactions that are not at arms length basis, or material related party transactions entered into at arms length. Since the Company had no such transactions during the year under review, disclosure in Form AOC-2 is not applicable.

All related party transactions entered into during the year were placed before the Audit Committee for review and approval. Prior omnibus approval of the Audit Committee was obtained for transactions that were repetitive in nature or otherwise unforeseen.

The details of related party transactions, as required under the applicable Accounting Standards, are provided in Note No. 19 of the Audited Financial Statements forming part of this Annual Report.

32. CORPORATE SOCIAL RESPONSIBILITY POLICY:

During the financial year under review, the provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, relating to Corporate Social Responsibility were not applicable to the Company. Accordingly, the Company was not required to constitute a CSR Committee or adopt a CSR Policy, and no disclosure in this regard is required for the year under review.

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

1. Conservation of Energy, Technology Absorption

The Companys manufacturing operations remained suspended during the financial year under review, pending recommencement of trading and completion of related regulatory approvals. Accordingly, the provisions relating to disclosure of particulars with respect to Conservation of Energy and Technology Absorption, as prescribed under Rule 8(3) of the Companies (Accounts) Rules, 2014, are not applicable to the Company for the year under review.

2. Foreign Exchange Earnings and Outgo

There was no foreign exchange earnings or outgo during the year under review.

34. RISK MANAGEMENT: The Company has in place a robust risk management framework to identify, evaluate, and mitigate various risks across its operations. The framework is designed to safeguard the Companys assets, ensure regulatory compliance, and support the achievement of strategic objectives. Key risks are periodically reviewed by the management, and appropriate mitigation strategies are implemented to address emerging risks, including, but not limited to, risks relating to market volatility, raw material price fluctuations, regulatory changes, operational disruptions, environmental and sustainability factors, information security threats, and financial liquidity.

Considering the Companys ongoing expansion and diversification initiatives, the Company continues to strengthen its risk management practices by:

? Enhancing internal controls and operational oversight mechanisms; ? Improving supply chain resilience and customer credit monitoring;

? Embedding sustainability and ESG-related risks into strategic decision-making; ? Leveraging technology for real-time risk assessment and mitigation; and

? Monitoring geopolitical developments that may affect supply chains, export-import regulations, energy pricing, and investor sentiment.

The Board of Directors affirms that the Companys risk management system is adequate and commensurate with the size and complexity of its operations, and provides reasonable assurance that risks are being effectively monitored and managed.

35. DISCLOSURES OF ESTABLISHMENT OF VIGIL MECHANISM:

The Company is committed to adhering to the highest standards of ethical, moral, and legal conduct in its business operations. In furtherance of this commitment, and pursuant to Section 177(9) and 177(10) of the Companies Act, 2013, read with Regulation 22 of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015, the Company has constituted a Vigil Mechanism, the oversight of which vests with the Audit Committee. The Company has adopted a Vigil Mechanism Policy, which provides that any Director, Employee, or Stakeholder who observes any unethical behaviour, actual or suspected fraud, or violation of the Companys Code of Conduct may report the same directly to the Chairman of the Audit Committee. The said Policy provides adequate safeguards against victimization of persons who avail of the mechanism.

During the financial year under review, no complaints or instances of fraud, unethical behaviour, or violation were reported to the Audit Committee or the Board under the Vigil Mechanism.

36. COMPANYS POLICIES:

The Board of Directors firmly believes that a robust and transparent policy framework is essential for sound corporate governance and effective organizational functioning. Accordingly, in compliance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted the following key policies, which serve as the foundation for ethical conduct, regulatory compliance, risk management, and strategic decision-making:

1. Related Party Transaction Policy - Establishes safeguards and transparency in transactions involving related parties.

2. Policy for Determination of Materiality of Events/Information - Ensures timely and accurate disclosure in compliance with the SEBI Listing Regulations.

3. Code of Conduct for Board of Directors and Senior Management Personnel - Clarifies the roles, responsibilities, and obligations of individuals in key leadership positions.

4. Vigil Mechanism Policy / Whistle Blower Policy - Provides a secure and confidential channel for employees and stakeholders to report concerns or unethical practices.

5. Nomination and Remuneration Policy (including criteria for payments to Non-Executive Directors) - Ensures that appointments and compensation structures are merit-based, fair, and aligned with long-term organizational goals.

6. Code of Conduct to Regulate, Monitor and Report Trading by Insiders - Regulates trading in securities and ensures compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015.

7. Dividend Distribution Policy - Ensures a balanced approach to rewarding shareholders while retaining resources for growth.

8. Archival Policy - Defines guidelines for the preservation and retrieval of documents and disclosures.

All the above policies are available on the Companys website at www.rushabhbearings.com.

37. AUDITORS:

A. STATUTORY AUDITORS:

M/s. Rajesh Laxmi & Associates, Chartered Accountants (Firm Registration No. 012203N), were appointed as the Statutory Auditors of the Company by the Members at the 36th Annual General

Meeting held on September 30, 2025, for a term of one year, commencing from April 1, 2025 up to March 31, 2026.

The Statutory Auditors Report for the financial year under review does not contain any qualifications, reservations, or adverse remarks. The observations made by the Auditors, read together with the relevant notes to the financial statements and accounting policies, are self-explanatory and therefore do not require any further comments by the Board.

The Board of Directors, on the recommendation of the Audit Committee, has approved the reappointment of M/s. Rajesh Laxmi & Associates, Chartered Accountants, as the Statutory Auditors of the Company, subject to the approval of the Members at the upcoming Annual General Meeting of the Company.

B. SECRETARIAL AUDITORS:

M/s. Parshwa Shah & Associates, Practicing Company Secretaries, were appointed as the Secretarial Auditors of the Company by the Members at the 36^th Annual General Meeting held on September 30, 2025, for a term of five years, commencing from April 1, 2025 up to March 31, 2030.

The Board, on the recommendation of the Audit Committee, appointed M/s. Parshwa Shah & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for FY 2025-26.

The Secretarial Audit Report in Form MR-3, issued by Mr. Parshwa Shah of M/s. Parshwa Shah & Associates, Practicing Company Secretaries, in accordance with Section 204 of the Companies Act, 2013 for FY 2025-26, is annexed to this Report as "Annexure-A."

The Secretarial Audit Report contains certain qualifications/observations. In terms of Section 134(3)(f) of the Companies Act, 2013, the Boards comments on each such qualification are as follows:

Sr. No. Sections / Rules	Observations/ Remarks of the Practicing Company Secretary	Reply by the Company
1. Section 138 of the Companies Act, 2013	The Company has failed to appoint Internal Auditor as required under the provisions for FY 2025-26.	The Company acknowledges the observation and states that the Internal Auditor could not be appointed for FY 2025-26. The Company is in the process of taking necessary steps to ensure compliance with the applicable provisions of the Companies Act, 2013, and shall appoint the Internal Auditor for the subsequent financial year.
2. Section 29 of Companies Act, 2013 read with Rule 9 of The Companies (Prospectus and Allotment of Securities) Rules, 2014	The Company has not been able to obtain a new ISIN for the issuance of equity shares, as a result of which the said shares are not yet credited to the shareholders demat accounts.	In accordance with Section 29 of the Companies Act, 2013, read with Rule 9 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Company is required to ensure that all securities are held in dematerialized form.
		Accordingly, the Company applied for in-principal approval from stock exchanges to get new ISIN as advised by the stock exchanges. However, the in-principal approval has not been received yet. As a result, the dematerialization of securities could not be completed within the prescribed timeline, and a technical non-compliance with the relevant provisions is likely to occur.
		The Company remains fully committed to resolving the issue at the earliest and is actively engaging with all concerned regulatory authorities to ensure full compliance with all applicable laws and regulations.

The Company has endeavoured to comply, to the extent possible, with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations and the Secretarial Standards.

C. INTERNAL AUDITORS: ursuant to the provisions of Section 138 of the Companies Act, 2013, read with Rule 13 of the Companies (Accounts) Rules, 2014, the Company was required to appoint an Internal Auditor during the year under review.

The Company was unable to make such appointment during the financial year under review. The Board acknowledges this non-compliance and confirms that steps are underway to appoint an Internal Auditor, in order to ensure compliance with Section 138 of the Companies Act, 2013 going forward.

38. COMPLIANCE WITH THE SECRETARIAL STANDARD:

The Company has endeavoured to comply with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India ("ICSI") and approved by the Central Government under Section 118(10) of the Companies Act, 2013, to the extent stated in the Secretarial Audit Report annexed as Annexure-A. The Company continues to strengthen its internal systems to ensure full compliance with the Secretarial Standards going forward.

39. MAINTENANCE OF COST RECORDS:

Section 148(1) of the Companies Act, 2013, read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014, prescribes the maintenance of cost records by certain class of companies engaged in the production of specified goods or provision of specified services. Given the nature of the Companys business, the requirement of maintaining cost records under Section 148(1) is not applicable to the Company.

40. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has been progressively strengthening its internal financial controls with reference to the financial statements, commensurate with its size and the nature of its business, particularly in light of its recent transition out of the Corporate Insolvency Resolution Process. While these controls continue to be enhanced, no material or serious observation was received from the Statutory Auditors during the year under review regarding any inefficiency or inadequacy of such controls.

41. FAILURE TO IMPLEMENT ANY CORPORATE ACTION:

In line with the approved plan, 90,00,000 equity shares of 10 each were allotted to the Resolution

Applicant and identified shareholders, as approved by the Monitoring Committee on April 15, 2024. Based on RTA records dated February 13, 2024, and with guidance from BSE and NSE, April 14, 2025 was fixed as the Record Date for capital restructuring, duly intimated to and recorded by the stock exchanges.

In furtherance thereof, the Company has filed applications before National Stock Exchange of India Limited and BSE Limited for recommencement of trading of its equity shares, along with a Preferential Listing Application in respect of equity shares allotted on a preferential basis pursuant to the Resolution Plan, both of which are presently under process with the respective stock exchange(s). Upon receipt of the requisite approvals, the Company shall proceed with generation of a fresh/updated ISIN reflecting the revised equity share capital of the Company, consequent to implementation of the Resolution Plan

42. ANNUAL RETURN:

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return, for the FY 2025-26 is available on the website of the Company at www.rushabhbearings.com.

43. LOAN FROM DIRECTORS OR THEIR RELATIVES:

During the year under review, the Company has not taken or accepted any loan from its Directors or their relatives.

44. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the year under review, prepared in accordance with Regulation 34(2)(e) read with Schedule V, Part B of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of this Annual Report.

45. CORPORATE GOVERNANCE REPORT AND CERTIFICATE FROM AUDITOR:

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 ("SEBI Listing Regulations"), the corporate governance provisions specified therein were not applicable to the Company during the financial year ended March 31, 2026.

46. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE

INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the period under review the Company has not made any application, and no proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

47. DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME

SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANK OR FINANCIAL INSTITUTIONS:

The Company has not taken any loan. Thus, the difference between the amount of valuation done at the time of one-time settlement and the valuation done while taking loan from the bank or financial institutions does not arise.

48. DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT THE

WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company always endeavours and provides conductive work environment that is free from discrimination and harassment including sexual harassment. Your Company has zero tolerance towards sexual harassment at workplace and has adopted a policy for prevention of Sexual Harassment of Women at workplace. To facilitate the reporting of grievances, a physical complaint box has also been installed at all the Companys premises. The Company has set up an Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to address complaints of sexual harassment at the workplace and to ensure a safe, secure, and respectful working environment for all employees.

During the Financial Year 2025-26, the Company has not received any complaint of sexual harassment.

49. CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION:

The certificate issued by the Chief Executive Officer and Chief Financial Officer pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in respect of the financial statements and internal financial controls of the Company for the financial year ended March 31, 2026, is annexed to this Report as "Annexure B".

50. LISTING FEES:

Your Company has paid the requisite Annual Listing Fees to National Stock Exchange of India Limited (Symbol: RUSHABEAR) and BSE Limited (Scrip Code: 531371), where its securities are listed.

51. APPRECIATION:

The Board acknowledges and appreciates the dedicated efforts of the employees, workmen, staff and management team at all levels, whose commitment has contributed significantly to the sustained growth and success of the Company.

The Board also places on record its sincere appreciation for the valuable contribution of the Directors through their strategic guidance, knowledge, experience and wisdom, which have enabled the Company to make informed decisions and achieve its business objectives.

Your Directors express their gratitude to the Members for the trust and confidence reposed in the Company. They also sincerely thank all stakeholders, customers, vendors, bankers, business associates, government authorities and other statutory bodies for their continued assistance, cooperation and support, and look forward to their continued association in the future.

Regd. Office: Vijay Industrial Gala No	For and on Behalf of
214, 2nd Floor, Chincholi Bunder, Link	Rushabh Precision Bearings Limited
Road, Malad, Mumbai, Malad West,
Maharashtra, India, 400064
CIN: L99999MH1989PTC053093	Sd/-	Sd/-
Ph :9818148490	Mr. Biswajeet Mukherjee	Mr. Robert Jonathan
Email: compliance.rushabh@gmail.com	Managing Director	Moses
	(DIN:10432026)	Independent Director
Date: 03rd September, 2026		(DIN: 07134423)
Place: Mumbai